Gerdau (NYSE: GGB) vice-chair files Form 3 detailing massive share stake

Rhea-AI Filing Summary

GERDAU S.A. vice-chairman Claudio Johannpeter filed an initial Form 3 reporting his ownership in the company. He reports indirect ownership of 702,952,615 common shares, as well as direct and indirect holdings of preferred shares.

He also reports three grants of restricted stock units tied to preferred shares: 106,519 underlying shares with a vesting date of February 12, 2027, 116,745 underlying shares vesting on February 12, 2028, and 105,670 underlying shares vesting on February 12, 2029. The RSU exercise prices are denominated in Brazilian reais.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Johannpeter Claudio

(Last) (First) (Middle)

AVENUE DOUTORA RUTH DE CARDOSO, 8501

8TH FLOOR, PINHEIROS

(Street)

SAO PAULO SAO PAULO 05425-070

(City) (State) (Zip)

BRAZIL

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/17/2026

3. Issuer Name and Ticker or Trading Symbol
GERDAU S.A. [ GGB ]

3a. Foreign Trading Symbol
[GGBR]

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Vice-Chairman of Board

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Preferred shares	85,607	D
Common shares	702,952,615	I	Remarks(4)
Preferred shares	283	I	Preferred shares held by an immediate family member (relationship: son).

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	02/12/2027	Preferred shares	106,519	$19.5	D
Restricted Stock Units	(2)	02/12/2028	Preferred shares	116,745	$18.32	D
Restricted Stock Units	(3)	02/12/2029	Preferred shares	105,670	$20.83	D

Explanation of Responses:

1. Restricted stock units vest on February 12, 2027. Exercise price denominated in Brazilian reais (R$).

2. Restricted stock units vest on February 12, 2028. Exercise price denominated in Brazilian reais (R$).

3. Restricted stock units vest on February 12, 2029. Exercise price denominated in Brazilian reais (R$).

4. See remarks below

Remarks:

The Reporting Person has a 20% interest in Klapar Participacoes S.A.. Klapar Participacoes S.A holds a 25% equity interest in INDAC - Investimentos e Participacoes S.A. INDAC owns 57% of Grupo Gerdau Empreendimentos Ltda. INDAC holds 100% of Acoter Participacoes Ltda. Acoter Participacoes Ltda. owns the remaining 43% of Grupo Gerdau Empreendimentos Ltda. Grupo Gerdau Empreendimentos Ltda., together with INDAC, jointly controls Gerdau Metalurgica S.A. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

	Claudio Johannpeter	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does Claudio Johannpeter’s Form 3 disclose for Gerdau (GGB)?

The Form 3 discloses Claudio Johannpeter’s initial ownership in GERDAU S.A.. It reports a very large indirect position in common shares plus direct and indirect preferred share holdings, along with several restricted stock unit awards tied to preferred shares vesting over future years.

How many Gerdau (GGB) common shares does Claudio Johannpeter report?

He reports indirect ownership of 702,952,615 common shares. These are listed as indirectly held, with additional detail referenced in the remarks section, indicating this position is associated with him but not held directly in his own name.

What restricted stock units in Gerdau preferred shares are reported on this Form 3?

The filing lists three restricted stock unit positions, each referencing preferred shares. They cover 106,519, 116,745, and 105,670 underlying preferred shares respectively, providing a clear picture of stock-based compensation tied to future vesting dates and Brazilian real–denominated exercise prices.

When do Claudio Johannpeter’s Gerdau (GGB) restricted stock units vest?

The RSUs vest on three dates: February 12, 2027, February 12, 2028, and February 12, 2029. Each tranche corresponds to one of the reported restricted stock unit positions linked to preferred shares, outlining a staggered long-term incentive schedule.

What preferred share holdings are reported for Claudio Johannpeter in Gerdau?

He reports directly holding 85,607 preferred shares, plus an additional 283 preferred shares held indirectly through an immediate family member described as a son. These positions are separate from the preferred shares underlying the restricted stock units.

Are the Gerdau (GGB) restricted stock unit exercise prices in U.S. dollars?

No. The Form 3 explicitly states the restricted stock unit exercise prices are denominated in Brazilian reais (R$). This reflects the company’s home currency and affects how the value of these awards should be viewed relative to any dollar-based valuation.